Exhibit 10.3
MILLENNIUM PHARMACEUTICALS, INC.
2000 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
Deborah Dunsire
Name of Recipient
200,000
Number of Restricted Shares of
Common Stock Awarded
Vesting Schedule for Restricted Shares Awarded:
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VESTING DATE SHARES VESTING ON VESTING DATE
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July 18, 2007 40,000
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July 18, 2008 60,000
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July 20, 2009 100,000
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July 18, 2005
Award Date
Millennium Pharmaceuticals, Inc. (the "Company") has selected you to
receive the restricted stock award identified above, subject to the provisions
of the Millennium Pharmaceuticals, Inc. 2000 Stock Incentive Plan (the "Plan")
and the terms, conditions and restrictions contained in this agreement (the
"Agreement"). Please confirm your acceptance of this Award, and your agreement
to the terms of the Plan and this Agreement, by signing both copies of this
Agreement. You should keep one copy for your records and return the other copy
promptly to the Company.
MILLENNIUM PHARMACEUTICALS, INC.
By: /s/ LINDA K. PINE
Linda K. Pine
Senior Vice President, Human Resources
Accepted and Agreed:
/s/ DEBORAH DUNSIRE
Deborah Dunsire
MILLENNIUM PHARMACEUTICALS, INC.
2000 STOCK INCENTIVE PLAN
Restricted Stock Agreement
1. PREAMBLE. This Restricted Stock Agreement contains the terms and conditions
of an award of shares of restricted stock of the Company (the "Restricted
Shares") made to the Recipient identified on the first page of this Agreement
pursuant to the Plan.
2. RESTRICTIONS ON TRANSFER. The Restricted Shares may not be sold, transferred,
pledged, assigned or otherwise encumbered or disposed of, whether by operation
of law or otherwise, except as specifically provided below , until and unless
such Restricted Shares have vested as provided in Paragraph 3 below. Any attempt
to dispose of any unvested Restricted Shares in contravention of this Agreement
shall be null and void and without effect.
3. VESTING. The term "vest" as used in this Agreement means the lapsing of the
restrictions that are described in this Agreement with respect to the Restricted
Shares. The Restricted Shares will vest in accordance with the schedule set
forth on the first page of this Agreement, provided in each case that the
Recipient is then, and since the Award Date has continuously been an employee,
officer or director of, or consultant or advisor to, the Company or any parent
or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an
"Eligible Participant"). Notwithstanding the foregoing, the Recipient will
become vested in the Restricted Shares prior to the vesting dates set forth on
the first page of this Agreement in the following circumstances:
(a) In the event that the Recipient's employment is terminated by the
Company other than for Justifiable Cause (as defined below) or the Recipient
voluntarily terminates the Recipient's employment with Good Reason (as defined
below), then all Restricted Shares will immediately vest.
(b) For purposes of this Agreement, "Justifiable Cause" and "Good Reason"
have the following meanings:
"Justifiable Cause" means the occurrence of any of the following events:
(i) the Recipient's conviction of, or plea of NOLO CONTENDERE with respect to a
felony or crime involving moral turpitude, (ii) the Recipient's commission of an
act of personal dishonesty or breach of fiduciary duty involving personal profit
in connection with the Company, (iii) the Recipient's commission of an act, or
failure to act, which the Board reasonably finds to have involved willful
misconduct or gross negligence on the Recipient's part, in the conduct of the
Recipient's duties as an employee of the Company, (iv) habitual absenteeism,
alcoholism or drug dependence on the Recipient's part which interferes with the
performance of the Recipient's duties as an employee of the Company, (v) the
Recipient's willful and material failure or refusal to perform the Recipient's
services as an employee of the Company, (vi) any material breach by the
Recipient to fulfill the terms and conditions under which the Recipient is
employed by the Company, or (vii) the Recipient's willful and material failure
or refusal to carry out a direct, lawful written request of the Board.
"Good Reason" means any action by the Company without the Recipient's prior
written consent which results in (i) any requirement by the Company that the
Recipient perform the Recipient's principal duties outside a radius of 50 miles
from the Company's Cambridge, Massachusetts location; (ii) any material
diminution in the Recipient's title, position, duties, responsibilities or
authority, including the Recipient's ceasing to serve as the Company's President
and Chief Executive Officer or to serve as a member of the Board; (iii) any
breach by the Company of any material provision of the agreement between the
Recipient and the Company dated June 23, 2005 and not cured within thirty (30)
days' of written notice thereof; (iv) a reduction in the Recipient's base salary
(unless such reduction is effected in connection with a general and
proportionate reduction of salaries for all members of the Company's management
team) or any reduction of the Recipient's target bonus amount to less than 80%
of the Recipient's annual salary; or (v) any acquisition, merger or Change of
Control involving the Company which results in the Recipient ceasing to serve as
the Chief Executive Officer for the surviving entity and for all direct and
indirect parent organizations thereof.
(c) In the event of the Recipient's death, all Restricted Shares that have
not previously been forfeited will immediately vest, provided that the Recipient
was an Eligible Participant at the time of death.
(d) In the event of the termination of the Recipient's status as an
Eligible Participant as a result of total and permanent disability (within the
meaning of Section 22(e)(3) of the Code), all Restricted Shares that have not
previously been forfeited will immediately vest, provided that the Recipient was
an Eligible Participant at the time of disability.
4. FORFEITURE. In the event the Recipient ceases to be an Eligible Participant
for any reason, the Restricted Shares that have not previously vested and which
do not become vested in accordance with Section 3 of this Agreement, will be
automatically and immediately forfeited and returned to the Company. The
Recipient hereby (i) appoints the Company as the attorney-in-fact of the
Recipient to take such actions as may be necessary or appropriate to effectuate
a transfer of the record ownership of any Restricted Shares that are forfeited
hereunder and (ii) agrees to take such actions as the Company may reasonably
request to accomplish the transfer to the Company of any Restricted Shares that
are forfeited hereunder.
5. DIVIDENDS AND VOTING RIGHTS. The Recipient will be entitled to any and all
dividends or other distributions paid with respect to the unvested Restricted
Shares which have not been forfeited and will be entitled to vote any such
Restricted Shares; provided however, that any property (other than cash)
distributed with respect to unvested Restricted Shares, including without
limitation a distribution of shares of the Company's stock by reason of a stock
dividend, stock split or otherwise, or a distribution of other securities based
on the ownership of unvested Restricted Shares, will be subject to the
restrictions of this Restricted Stock Agreement in the same manner and for so
long as the Restricted Shares remain subject to such restrictions, and will be
promptly forfeited to the Company if and when the Restricted Shares are so
forfeited.
6. CERTIFICATES.
(a) Legended Certificates. The Recipient is executing and delivering to
the Company blank stock powers to be used in the event of forfeiture. Any
certificates representing unvested Restricted Shares will be held by the
Company, and any such certificate (and, to the extent determined by the Company,
any other evidence of ownership of unvested Restricted Shares) will contain the
following legend:
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED
HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE
MILLENNIUM PHARMACEUTICALS, INC. 2000 STOCK INCENTIVE PLAN AND A RESTRICTED
STOCK AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND MILLENNIUM
PHARMACEUTICALS, INC. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE
OFFICES OF MILLENNIUM PHARMACEUTICALS, INC.
(b) Book Entry. If unvested Restricted Shares are held in book entry
form, the Recipient agrees that the Company may give stop transfer instructions
to the depository to ensure compliance with the provisions of this Agreement.
The Recipient hereby (i) acknowledges that the Restricted Shares may be held in
book entry form on the books of the Company's depository (or another institution
specified by the Company), and irrevocably authorizes the Company to take such
actions as may be necessary or appropriate to effectuate a transfer of the
record ownership of any such shares that are unvested and forfeited hereunder,
(ii) agrees to deliver to the Company, as a precondition to the issuance of any
certificate or certificates with respect to unvested Restricted Shares, one or
more stock powers, endorsed in blank, with respect to such shares, and (iii)
agrees to sign such other powers and take such other actions as the Company may
reasonably request to accomplish the transfer or forfeiture of any unvested
Restricted Shares that are forfeited hereunder.
7. UNRESTRICTED SHARES. As soon as practicable following the vesting of any
Restricted Shares, the Company will cause a certificate or certificates covering
such shares, without the legend contained in Section 6(a), to be issued and
delivered to the Recipient, subject to the payment by the Recipient by cash or
other means acceptable to the Company of federal, state, local and other
applicable taxes required to be withheld in connection with such vesting, if
any. The Recipient understands that once a certificate has been delivered to the
Recipient in respect of Restricted Shares which have vested, the Recipient will
be free to sell the shares of common stock evidenced by such certificate,
subject to applicable requirements of federal and state securities laws and
Company policies.
8. TAXES; SECTION 83(b) ELECTION. The Recipient acknowledges and agrees that the
Recipient is solely responsible for any and all taxes that may be assessed by
any taxing authority arising in any way out of the award of Restricted Shares
and that the Company is not liable for any such assessments. The grant and the
vesting of the Restricted Shares, and the payment of dividends with respect to
the Restricted Shares, may give rise to taxable income subject to withholding.
The Recipient expressly acknowledges and agrees that the Recipient's rights
hereunder are subject to the Recipient promptly paying to the Company in cash
(or by such other means as may be acceptable to the Company in its discretion,
including, if the Company so determines, by the delivery of previously acquired
shares of the Company's common stock held for at least six months, the delivery
or withholding of Shares acquired hereunder or by the withholding of amounts
from any payment hereunder) all taxes required to be withheld in connection with
such grant, vesting or payment. The Recipient acknowledges and agrees that the
Recipient is aware of and understands the tax consequences to the Recipient of
this Agreement. Without limiting the foregoing, the Recipient acknowledges and
agrees that the Recipient has been advised to confer promptly with a
professional tax advisor to consider whether the Recipient should make a
so-called "83(b) election" with respect to the Restricted Shares. Any such
election, to be effective, must be made in accordance with applicable
regulations and within 30 days following the Grant Date. The Recipient
acknowledges and agrees that the Company has made no recommendation to the
Recipient with respect to the advisability of making such an election.
9. ADMINISTRATION. The Board of Directors of the Company, or the Compensation
and Talent Committee of the Board of Directors or other committee designated in
the Plan or by the Board of Directors, have the authority to manage and control
the operation and administration of this Agreement. Any interpretation of the
Agreement by such body and any decision made by it with respect to the Agreement
is final and binding.
10. PLAN DEFINITIONS. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement are subject to the terms of the Plan, a
copy of which has already been provided to the Recipient.
11. AMENDMENT. This Agreement may be amended only by written agreement between
the Recipient and the Company.
12. NO RIGHTS TO EMPLOYMENT. Nothing contained in this Agreement shall be
construed as giving the Recipient any right to be retained, in any position, as
an employee of the Company. The Recipient acknowledges and agrees that the
transactions contemplated hereunder and the vesting schedule set forth herein do
not constitute an express or implied promise of continued engagement as an
employee for the vesting period, for any period, or at all.